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Share Issuance and Disposal8018SANKYO SEIKO CO.,LTD.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Sanko Seiko Employees’ Stock Ownership Association

三共生興 resolved to dispose of up to 4,482 treasury shares as an incentive enabling employees to acquire restricted stock through the Employees' Stock Ownership Association. The actual number of shares and total amount will be determined based on factors including the number of employees who agree to participate in the program.

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Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association)

Who receives how much4,482Shares

4,482 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of shares applied for as specified by the Employees' Stock Ownership Association)

三共生興 Employees' Stock Ownership Association (up to 4,482 shares)

The lower thin line represents the existing number of shares to which these shares will be added.

¥876 per share
Total issue value

¥3,926,232 (maximum; the actual total amount will be determined based on the final number of shares disposed of)

Total Stock-Based Compensation
Monetary claims to be paid as a special incentive. Up to ¥3,926,232 in value (4,482 shares × ¥876)
発行済株式総数

As this is a disposal of treasury shares and the total number of issued shares will not increase, no dilution rate is disclosed.

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 31 August 2026 until the date on which each eligible employee retires from their position as an employee of the Company or one of its subsidiaries while retaining membership in the Employees' Stock Ownership Association
Conditions for lifting transfer restrictions
Provided that an eligible employee has continuously remained a member of the Employees' Stock Ownership Association throughout the restricted transfer period, all transfer restrictions on the shares allotted to that employee corresponding to the employee's restricted stock interest will be lifted upon expiry of the restricted transfer period.
Reason for acquisition without consideration
If an eligible employee violates any law or regulation during the restricted transfer period or falls under any other specified event set out in the allotment agreement, the Company will acquire, without consideration, all of the shares allotted to that employee held at that time. The Company will also acquire, without consideration, any allotted shares whose transfer restrictions are not lifted upon expiry of the restricted transfer period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries, as well as certain contract employees, up to 248 people. The final number of people and shares allotted by category have not been disclosed.
Intended allottee's holding policy
During the restricted transfer period, the shares will be managed in a dedicated account opened by the Employees' Stock Ownership Association with Nomura Securities Co., Ltd., and eligible employees will be restricted from withdrawing the shares corresponding to their restricted stock interests.
Payment date
31 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥876. No discount or premium is disclosed.
Impact on Business Performance
There is no statement that the impact of this disposal of treasury shares on the Company's financial results is expected to be immaterial. No information regarding the impact on financial results is disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association)
Number of shares to be issued or disposed of4,482 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of shares applied for as specified by the Employees' Stock Ownership Association)
Issue price and disposal price¥876 per share
Total issue value¥3,926,232 (maximum; the actual total amount will be determined based on the final number of shares disposed of)
Payment date31 August 2026
Intended allottee三共生興 Employees' Stock Ownership Association (up to 4,482 shares)
Intended allottee's holding policyDuring the restricted transfer period, the shares will be managed in a dedicated account opened by the Employees' Stock Ownership Association with Nomura Securities Co., Ltd., and eligible employees will be restricted from withdrawing the shares corresponding to their restricted stock interests.
Dilution RateAs this is a disposal of treasury shares and the total number of issued shares will not increase, no dilution rate is disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥876. No discount or premium is disclosed.
Transfer restriction periodFrom 31 August 2026 until the date on which each eligible employee retires from their position as an employee of the Company or one of its subsidiaries while retaining membership in the Employees' Stock Ownership Association
Conditions for lifting transfer restrictionsProvided that an eligible employee has continuously remained a member of the Employees' Stock Ownership Association throughout the restricted transfer period, all transfer restrictions on the shares allotted to that employee corresponding to the employee's restricted stock interest will be lifted upon expiry of the restricted transfer period.
Reason for acquisition without considerationIf an eligible employee violates any law or regulation during the restricted transfer period or falls under any other specified event set out in the allotment agreement, the Company will acquire, without consideration, all of the shares allotted to that employee held at that time. The Company will also acquire, without consideration, any allotted shares whose transfer restrictions are not lifted upon expiry of the restricted transfer period or at the time the transfer restrictions are lifted.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries, as well as certain contract employees, up to 248 people. The final number of people and shares allotted by category have not been disclosed.
Total Stock-Based CompensationMonetary claims to be paid as a special incentive. Up to ¥3,926,232 in value (4,482 shares × ¥876)
Impact on Business PerformanceThere is no statement that the impact of this disposal of treasury shares on the Company's financial results is expected to be immaterial. No information regarding the impact on financial results is disclosed.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To support the wealth building of eligible employees, provide them with an incentive to contribute to the sustained enhancement of corporate value and share price appreciation, and promote the sharing of value between eligible employees and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Sanko Seiko Employees’ Stock Ownership Association | SANKYO SEIKO CO.,LTD. (8018) timely disclosure | Komori